Section 137 of The Companies Act 2014 (section 43 under the old Act) states that if an Irish Company does not have at least one company director who is resident in the European Economic Area (EEA), a Bond must be taken out. It is important to note that this requirement pertains to residency and not citizenship. A company director who holds an EEA passport but resides outside the EEA would also require a bond.

Securing a Section 137 Non-Resident Directors Bond or ‘Revenue Bond’ exempts companies registered in the Republic of Ireland from the requirement to have a Director who is resident in the EEA (European Union plus Iceland, Norway and Liechtenstein).

A Revenue Bond insures the company for a sum of €25,000 and its purpose is to cover the following:

    • Any fine imposed on the Company in respect of offences under the Companies Act 2014, e.g. failure to file Annual Returns and Audited Accounts on time.
    • A fine for failure to supply certain information to the Revenue Commissioners, mainly information required on the Form CRO 11F.
    • Any penalty that the company has been held liable to pay under S1071 or S1073 of the Taxes Consolidation Act 1997.
    • Any expenses incurred in recovering the fines and penalties mentioned above

The Non-Resident Bond covers a period of 2 years and must be put in place at the incorporation stage or upon the removal of the EEA resident director of the company. The Bond acts like an insurance policy to cover the government for unpaid taxes or fines if the company leaves the jurisdiction.

Having the Bond in effect does not replace or act as a Company Director – It merely allows the company to operate without an EEA resident director in place. Following the 2 year period of the bond, the company is required to take action to either renew the bond for a further 2 years, put an EEA resident director in place, or create a real and continuous link in the state. This link exemption can be applied for with the Revenue Commissioners when a company displays significant employment and a strong physical presence in Ireland.

Company Bureau can arrange a Section 137 Revenue Bond for your company. We can now receive scanned copies of bond application forms providing for a more streamlined process. The total fee payable for the Non-Resident Directors bond is €1957.50 (Including VAT) and covers a period of two years. Please note once the Bond is issued it is non-refundable.

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If you would like more information about the Revenue Bond or how to meet the statutory requirements for an Irish company, please contact us and we will e-mail you a proposal form today.

Please Note: In certain circumstances, International Companies setting up in Ireland may want to employ the services of an Irish Resident Director in a non-executive capacity. To discuss this requirement in more detail please contact us.

FAQ's

The requirement is based on residency, not citizenship. A director with an EEA passport who lives outside the EEA would still require a Bond. 

Unfortunately not. The bond premium is non-refundable, even if you later appoint an EEA-resident director or qualify for an exemption during the 2-year bond term.

Yes. UK residents no longer qualify as EEA-resident directors for Irish company law purposes post-Brexit. This is a common misunderstanding and a frequent cause for non-compliance.

Under Section 137 of the Companies Act 2014, all Irish private limited companies (LTDs) must have at least one director who is resident in the EEA. Prior to Brexit, UK-based directors fulfilled this requirement. Now, they no longer do, which has practical implications for:

  • New companies formed by UK residents:
    You will need either:

    • At least one EEA-resident director, or

    • A valid Section 137 Non-Resident Director Bond

  • Existing Irish companies with only UK-resident directors:
    These companies became non-compliant from 1 January 2021 unless:

    • They appointed an EEA-resident director, or

    • They obtained a non-resident director bond, or

    • They apply for a continuous link in the State [Antonia to send detail]

Whilst similar to insurance, the section 137 Bond is a surety bond. Having the bond in place exempts the requirement of having at least one EEA resident director.